RSUs and IPOs: How Going Public Affects Your RSUs

Casey Fenton

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December 7, 2023

Imagine you're sitting in a company-wide meeting, and the CEO makes the announcement: "We're going public!" A wave of excitement sweeps across the room. Your colleagues are buzzing, visions of windfalls dancing in their heads. But amidst the euphoria, you find yourself pondering a more practical question: "What does this mean for my Restricted Stock Units (RSUs)?

Navigating the intricate world of stock options, RSUs, and IPOs as an employee can be daunting. With more companies going public, you may wonder how an Initial Public Offering (IPO) could affect your RSUs. That's why we've put together this comprehensive guide. Read on to uncover the complex relationship between IPOs and RSUs and help you make informed decisions during this crucial phase in your company's—and your financial—journey.

Going Public: What Does It Mean?

When a company decides to go public, it's essentially moving from being privately held to publicly traded. This transition allows the company to raise capital by issuing shares of stock for public purchase. What does this mean for you? Well, as an employee, you could see substantial changes in the value and regulations of your RSUs.

How Does An IPO Affect My Restricted Stock Units (RSUs)?

An IPO or Initial Public Offering is a transformative event for any company, and as an employee holding RSUs, you'll experience this transformation firsthand in several unique ways. Let's explore some of the key factors:

1. Market Mechanics

When your company goes public, the stock will be subjected to the whims of the broader market. This can be both good and bad. Market dynamics, such as trading volume and investor sentiment, can create short-term volatility in the stock price. While this might create opportunities for gains, it also introduces an element of risk that you didn't have to deal with when the company was private.

2. Psychological Shifts

Public companies come under immense scrutiny. Everything from quarterly results to corporate governance will be under the microscope, and any missteps could impact stock value. This added pressure might affect the company culture and work environment, which indirectly may influence how you perceive the value of your RSUs. If you sense that the stress of being public is affecting company performance, you might re-evaluate the long-term worth of your RSUs.

3. Transparency and Information

As a public company, there will be more transparency regarding financial performance and strategic plans, thanks to required disclosures and filings. This can be a double-edged sword. On one hand, you'll have more information to assess the health and future prospects of your company; on the other hand, so will everyone else, including competitors and short-sellers, which could affect stock price and, by extension, your RSUs.

4. Regulatory Changes

Public companies are subject to a host of new rules and regulations, ranging from reporting requirements to governance standards. Any failure to meet these regulatory requirements could result in penalties or a dip in stock price. While you may not be directly involved in ensuring compliance, regulatory missteps can have a downstream effect on your RSUs' value.

5. Company Performance Metrics

Last but not least, the company will now have to answer to public shareholders and performance metrics such as earnings per share (EPS) and revenue growth will be closely watched. As these metrics are reported and dissected every quarter, the company's stock—and your RSUs—will experience the direct impact of these performance indicators. Whether it’s a beat or a miss on the expected numbers, be prepared for more frequent fluctuations in your RSUs' value.

Will the Value of My RSUs Decrease During an IPO?

Not necessarily. While there's potential for fluctuation in your RSUs' value, whether it increases or decreases depends on several factors, including:

1. Market Reception

When your company goes public, its stock will be at the mercy of market sentiment. If investors are bullish on your company, then the stock price could soar, adding significant value to your RSUs. However, if the market has reservations—perhaps due to your company's financials, competition, or overall economic conditions—this skepticism could lead to a lower stock price and a decrease in your RSUs' value.

2. Lock-Up Periods

Almost all IPOs come with a lock-up period, usually ranging from 90 to 180 days, during which employees can't sell their shares. While the lock-up is intended to prevent a massive selloff that could destabilize the stock price, it also means you're exposed to market volatility without the option to exit. If the stock price drops during this period, you could be looking at a devaluation of your RSUs without the ability to take corrective action.

3. Dilution

The issuance of new shares during an IPO can dilute existing shares, including your RSUs. Dilution doesn't necessarily mean the value of your RSUs will drop, but it does mean you own a smaller percentage of the company. If the company issues a large number of new shares without corresponding growth in value, the price per share (and thus your RSUs) could decrease.

4. Price Stabilization Measures

Some companies employ tactics like issuing additional shares or using underwriter options to stabilize stock prices post-IPO. While these methods can prevent a steep decline in stock prices, they can also cap potential gains, particularly if you are looking to sell your RSUs shortly after the lock-up period ends.

5. Influence of Insiders and Large Shareholders

Post-IPO, the actions of insiders and large shareholders can significantly influence stock prices. If these stakeholders sell off large chunks of their holdings immediately after the lock-up period, it could trigger a decrease in the stock price, affecting the value of your RSUs.

By being aware of these factors and how they can potentially influence the value of your RSUs, you'll be better prepared to navigate the complexities of managing your RSUs in the wake of an IPO.

What Do I Do To My RSUs in an IPO Event?

First and foremost, don't panic. An IPO is a significant event, but it's also an opportunity for you to reassess and recalibrate your financial strategy around your RSUs. Here's a breakdown of some practical steps you can take:

✔ Stay Informed

It's essential to be proactive about gathering information. When the company announces its plans to go public, there will be a flurry of internal communications, SEC filings, and news reports. Stay in the loop by reading everything you can get your hands on. This information will provide essential context, help you understand the terms of the IPO, and give you the data you'll need to make informed decisions about your RSUs.

✔ Consult Financial Advisors

Even if you have a good understanding of RSUs and IPOs, the situation's specifics may require expert input. Ideally, consult a financial advisor who has experience with IPOs and understands tax implications related to RSUs. This expertise can help you develop a customized strategy, weighing your personal financial goals against the opportunities and risks posed by the IPO.

✔ Conduct a Risk Assessment

Take the time to assess the level of risk you are comfortable taking with your RSUs. Are you interested in selling them as soon as possible to mitigate risk, or are you willing to hold onto them for potentially greater long-term gains? This self-assessment will serve as a guidepost for your actions post-IPO.

✔ Understand Your Timeline

Each RSU comes with its vesting schedule, and an IPO might alter this timeline. Make sure you're clear on these dates, as they'll influence when you can sell your shares. Not knowing your timeline could result in missed opportunities or potential losses.

✔ Engage in Scenario Planning

It's a good idea to plan for different outcomes. What will you do if the stock price surges post-IPO? What's your strategy if it dips? Having a plan for various scenarios will help you make quicker decisions in a volatile post-IPO environment.

Will An IPO Influence My RSU Taxes?

The short answer is yes, an IPO can have tax implications for your RSUs. However, the extent and nature of these tax consequences can vary depending on several factors. Here's what you should know:

1. Timing of Vesting and Selling

RSUs are generally taxed as income when they vest, based on the stock’s fair market value at that time. If your RSUs vest around the IPO date, the stock's value could be much higher than when the RSUs were granted, leading to a higher tax bill. If you choose to sell the shares right after they vest, you may also be liable for short-term capital gains taxes if the value has increased even more.

2. Lock-up Period Impact

While you can't control when the lock-up period ends, be aware that when it does, you'll be free to sell your shares. If you sell immediately and the stock price has increased since the vesting date, the difference will be taxed as short-term capital gains, which usually carry a higher tax rate than long-term capital gains.

3. State and Local Taxes

Going public could mean increased scrutiny of state and local taxes. While this isn't directly tied to the IPO, the event often triggers an audit or review of the company's financials, which could impact your tax obligations at a state or local level.

4. Alternative Minimum Tax (AMT)

This is less common but still possible. If your company also provided you with Incentive Stock Options (ISOs) that you decide to exercise around the same time your RSUs vest, be aware that this could trigger the Alternative Minimum Tax (AMT). Though not a direct consequence of the RSUs themselves, the IPO could motivate you to make financial moves that lead to AMT considerations.

5. Tax Withholding and Reporting

The IPO might also affect how taxes are withheld and reported. Public companies often have more streamlined processes and may offer additional options for withholding, such as selling shares to cover the tax liability. Make sure you understand these mechanisms, as they could offer tax advantages or ease your cash flow.

Do I Need to Worry About My RSUs in an Event of an IPO?

The straightforward answer is that while you don't necessarily need to "worry," you do need to be proactive and informed. An IPO is a significant milestone that brings about opportunities as well as uncertainties for your RSUs. Some aspects you should consider are as follows:

  • Increased Scrutiny: Once the company goes public, every quarterly report and public announcement could affect the stock price. This magnified scrutiny might lead to stock price volatility. While this doesn't directly translate into a need for "worry," it does suggest that you should closely monitor company performance and market sentiment.

  • New Players: The public investor pool will be far more diverse compared to the limited circle of investors in a private company. This diversity can bring more unpredictability in stock price movements, affecting your RSUs' value. While unpredictability is not inherently negative, it does warrant increased attention.

  • Liquidity vs. Volatility: After the lock-up period, your RSUs become more liquid, meaning you can sell them easily. While liquidity is generally good, the downside is that you're now also exposed to market volatility. It's crucial to balance the newfound liquidity against the potential risks of market volatility.

  • Changes in Company Strategy: Going public often necessitates a shift in corporate strategy, which might have downstream effects on stock performance. While you have no control over strategic decisions, it's essential to keep abreast of these changes as they can directly or indirectly affect your RSUs' value.

  • Emotional Bias: It's easy to get swept up in the excitement of an IPO or feel anxious if things don't seem to be going well. Emotional decision-making can lead to regrettable actions, like selling too soon or holding on too long. To mitigate this, consider setting predetermined guidelines for how you'll manage your RSUs in different scenarios.

Steps to Maximize RSU Value After IPO

In a nutshell, maximizing your RSU value post-IPO involves a strategic blend of timing, diversified investing, and tax planning. Some of the details are as follows:

1. Assess Your Portfolio

The IPO likely shifted the balance of your investment portfolio, especially if a large portion of your net worth is tied up in company stock. To protect against potential downside and to align with your long-term financial goals, you might consider rebalancing your portfolio. Diversification can help mitigate risks tied to your RSUs.

2. Consider Timing and Milestones

Post-IPO, the company will start releasing quarterly reports. These reports often lead to stock price fluctuations. If you’re looking to sell, doing so just before a positive quarterly report could maximize your gains. Conversely, holding through a rough patch could yield higher long-term returns if you believe in the company's future prospects.

3. Tax Planning

You'll want to think strategically about when to sell your RSUs in order to minimize your tax liability. Selling RSUs that you've held for over a year can qualify the gains for the lower long-term capital gains tax rates, as opposed to short-term capital gains, which are taxed at your ordinary income rate.

4. Leverage Employee Benefits

Sometimes, companies offer special programs for employees to purchase shares at a discounted rate or offer mechanisms to cover the tax obligations of vested RSUs. Take advantage of these programs if they're available and align with your investment strategy.

5. Set Exit Strategies

Before the IPO, establish clear exit strategies for your RSUs. Know in advance the price points or milestones at which you plan to sell—or hold—your shares. A preset strategy can help you avoid impulsive decisions driven by market volatility or emotional bias.

6. Monitor Lock-Up Expiry

When the lock-up period ends, not only will you be able to sell your shares, but so will other employees and early investors. This surge in available shares can lead to price volatility. It might be wise to assess market conditions and make your move either before or after this period, depending on your risk tolerance and financial objectives.

By adopting these steps, you're not just passively waiting to see what happens to your RSUs post-IPO; you're taking active measures to maximize their value. It’s always a good idea to consult with financial and tax advisors to tailor these general guidelines to your specific situation.

Going Public Doesn’t Mean Losing RSU Value

In the exhilarating journey from a private entity to a publicly traded company, your RSUs are not just bystanders—they're valuable assets that can either soar in value or face new challenges. While an IPO serves as a pivotal moment, it's not a time for uncertainty or passive observation. Instead, it's an opportunity for proactive financial planning. 

From understanding the immediate impacts on your RSUs to optimizing your tax strategy, each decision you make can significantly influence your financial future. By staying informed, consulting experts, and having a strategic plan, you can navigate the complexities of an IPO with confidence, turning potential volatility into a window for financial growth.

For more information about RSUs and how you can best optimize your gains, feel free to browse our blog or check out Upstock’s learning materials here.

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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